8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 14, 2017  

Giga-tronics Incorporated

(Exact Name of Registrant as Specified in Charter)

California	0-12719	94-2656341
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
5990 Gleason Drive, Dublin, CA		94568
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code (925) 328-4650

                                       N/A                                           

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On November 14, 2017 Giga-tronics Incorporated reported its second quarter fiscal year 2018 results. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
(d) Exhibit 99.1	Press Release dated November 14, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 14, 2017	GIGA-TRONICS INCORPORATED
	By: /s/            Temi Oduozor                                                   Corporate Controller (Principal Accounting & Financial Officer)

EX-99.1

Exhibit 99.1

NEWS RELEASE

For Release on November 14, 2017	Contact: Temi Oduozor
4:02 PM (ET)	Corporate Controller
	toduozor@gigatronics.com
	(925) 328-4650

Giga-tronics Reports Second Quarter FY 2018 Results

Company Also Announces Third Quarter Fiscal 2018 Sales Outlook

Dublin, CA – November 14, 2017 – Giga-tronics Incorporated (OTCQB: GIGA) (the “Company”) reported today net sales for the second quarter of fiscal 2018 of $2.2 million, a 49% decrease as compared to $4.4 million for the second quarter of fiscal 2017. Net sales for the six-month period ended September 30, 2017 were $4.2 million, a decrease of 46%, compared to $7.8 million for the six-month period ended September 24, 2016. The decreases in net sales for both periods was primarily due to lower sales associated with the legacy products (sold to Astronics in June 2016); a decrease associated with the Company’s new ASG product; a decrease primarily associated with the winding down of non-recurring engineering services as well as lower product revenues following the completion of the $4.5 million order for YIG RADAR filters in the first quarter of fiscal 2018.

Net loss for the second quarter of fiscal 2018 was $1.1 million, or $0.11 per fully diluted common share. This compares to a net loss for the second quarter of fiscal 2017 of $396,000, or $0.04 per fully diluted common share. Net loss for the six month period ended September 30, 2017 was $2.3 million, or $0.24 per fully diluted common share. This compares to a net loss of $498,000, or $0.05 per fully diluted common share for the six month period ended September 24, 2016.The increase in net loss for the second quarter of fiscal 2018 compared to the same prior year period was primarily due to the lower net sales in fiscal 2018. The increase in net loss for the six month period ended September 30, 2017 was primarily due to the lower net sales in fiscal 2018 as well as the $802,000 gain associated with the sale of the Switch product line in the first quarter of fiscal 2017.

The Company is also providing guidance for the third quarter of fiscal 2018, which will end on December 30, 2017. Net sales for the third quarter is expected to be in the range of $2.9 million to $3.1 million, compared to $2.0 million and $2.2 million reported in the first and second quarters of fiscal 2018, respectively, and the $3.2 million reported in the third quarter of fiscal 2017. The foregoing guidance is based on management's current review of operations for the third quarter of FY 2018, and remain subject to change based on actual results, and subject to review by the Company's independent accountants.

John Regazzi, the Company’s co-CEO said, “As announced previously, revenue for the second quarter was expected to be lower than anticipated due to the lack of new order bookings for the Advanced Signal Generator between the fourth quarter of fiscal 2017 and the first quarter of fiscal 2018. As compared to the second quarter of last year, revenues were also further adversely impacted by the delay in the receipt of the next YIG RADAR filter order from the prime contractor. Although we have subsequently received the follow-on YIG RADAR contract, we don’t expect to be generating revenue from this order until the fourth quarter of the current fiscal year.”

Suresh Nair, co-CEO of Giga-tronics stated, “The receipt of the YIG RADAR follow-on contract coupled with the delivery of the third Threat Emulation System to the Navy is expected to drive better results for our second half. In addition, the settlement of the dispute between Giga-tronics and Spanawave that arose over the acquisition of the legacy power measurement business will allow us to finally recognize a $375,000 gain from the sale of those assets during the third quarter. Together, we anticipate these events will improve our operating results substantially in the third quarter of fiscal 2018.”

Giga-tronics will host a conference call today at 4:30 p.m. ET to discuss the second quarter results. To participate in the call, dial (888) 517-2458 or (847) 413-3538, and enter PIN Code 6747 975#. The call will also be broadcast over the internet at www.gigatronics.com under "Investor Relations." The conference call discussion reflects management's views as of November 14, 2017.

This press release contains forward-looking statements concerning operating results, future orders, and sales of new products, shippable backlog within a year, long term growth and margin, expected shipments, product line sales, and customer acceptance of new products. Actual results may differ significantly due to risks and uncertainties, such as: uncertainty as to the company's ability to continue as a going concern; delays in customer orders for the new ASG and our ability to manufacture it; receipt or timing of future orders, cancellations or deferrals of existing or future orders; our need for additional financing; results of pending or threatened litigation; the volatility in the market price of our common stock; and general market conditions. For further discussion, see Giga-tronics' most recent annual report on Form 10-K for the fiscal year ended March 25, 2017 Part I, under the heading "Risk Factors" and Part II, under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations." 

1

GIGA-TRONICS INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In thousands except share data)	September 30, 2017			March 25, 2017
Assets
Current assets:
Cash and cash-equivalents	$	542		$	1,421
Trade accounts receivable, net of allowance of $11 and $45, respectively		932			954
Inventories, net		5,200			4,811
Prepaid expenses and other current assets		194			452
Total current assets		6,868			7,638
Property and equipment, net		1,008			528
Other long-term assets		175			175
Capitalized software development costs		431			733
Total assets	$	8,482		$	9,074
Liabilities and shareholders' (deficit) equity
Current liabilities:
Line of credit	$	552		$	582
Accounts payable		1,072			1,107
Loan payable, net of discounts and issuance costs		1,370			—
Equity forward, at estimated fair value		36			—
Accrued payroll and benefits		380			583
Deferred revenue		3,389			3,614
Capital lease obligations		54			50
Deferred liability related to asset sale		375			375
Deferred rent		51			—
Other current liabilities		831			707
Total current liabilities		8,110			7,018
Warrant liability, at estimated fair value		162			222
Long term deferred rent		459			—
Long term obligations - capital lease		86			114
Total liabilities		8,817			7,354
Commitments and contingencies
Shareholders' equity:
Convertible preferred stock of no par value Authorized - 1,000,000 shares; Series A - designated 250,000 shares; no shares at September 30, 2017 and March 25, 2017 issued and outstanding		—			—
Series B, C, D- designated 19,500 shares; 18,533.51 shares at September 30, 2017 and March 25, 2017 issued and outstanding; (liquidation preference of $3,540 at September 30, 2017 and March 25, 2017)		2,911			2,911
Common stock of no par value; Authorized - 40,000,000 shares; 10,173,153 shares at September 30, 2017 and 9,594,203 shares at March 25, 2017 issued and outstanding		24,674			24,390
Accumulated deficit		(27,920	)		(25,581	)
Total shareholders' (deficit) equity		(335	)		1,720
Total liabilities and shareholders' (deficit) equity	$	8,482		$	9,074

GIGA-TRONICS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	Three Month Periods Ended						Six Month Periods Ended
(In thousands except per share data)	September 30, 2017			September 24, 2016			September 30, 2017			September 24, 2016
Net sales	$	2,242		$	4,393		$	4,233		$	7,835
Cost of sales		1,755			3,163			3,280			5,680
Gross margin		487			1,230			953			2,155
Operating expenses:
Engineering		409			567			861			1,097
Selling, general and administrative		1,096			1,047			2,267			2,352
Total operating expenses		1,505			1,614			3,128			3,449
Operating loss		(1,018	)		(384	)		(2,175	)		(1,294	)
Gain on sale of product line		—			—			—			802
Gain on adjustment of warrant liability to fair value		60			28			60			74
Interest expense:
Interest expense, net		(88	)		(31	)		(167	)		(60	)
Interest expense from accretion of loan discount		(33	)		(7	)		(55	)		(18	)
Total interest expense, net		(121	)		(38	)		(222	)		(78	)
Loss before income taxes		(1,079	)		(394	)		(2,337	)		(496	)
Provision for income taxes		2			2			2			2
Net loss	$	(1,081	)	$	(396	)	$	(2,339	)	$	(498	)
Loss per common share - basic	$	(0.11	)	$	(0.04	)	$	(0.24	)	$	(0.05	)
Loss per common share - diluted	$	(0.11	)	$	(0.04	)	$	(0.24	)	$	(0.05	)
Weighted average shares used in per share calculation:
Basic		9,791			9,550			9,754			9,550
Diluted		9,791			9,550			9,754			9,550